Escrow Account Agreement

GENERAL PART

1. 1. Terms and Definitions

   1. Account Agreement - the electronic money and payment account agreement concluded by and between the Institution and the Client.
   2. Agreement - this Escrow Account Agreement.
   3. Buyer - a natural person or a legal person intending to purchase goods and/or services or to conclude another transaction using the Escrow Account service.
   4. Client - the Buyer.
   5. Documents - the documents on submission of which the Seller becomes entitled to receive funds from the Escrow Account.
   6. Escrow Account - the account that has been opened with the Institution in the name of the Buyer and in which money intended for settlement under the transaction on the transfer of the Escrow Asset concluded by and between the Buyer and the Seller are kept.
   7. Escrow Assets - goods and/or services that will be transferred under a transaction concluded by and between the Buyer and the Seller and for the payment for which the money kept in the Escrow Account will be used.
   8. Party/Parties - the Institution, the Buyer or the Seller individually / collectively.
   9. Seller - a natural person or a legal person intending to sell goods and/or services or to conclude another transaction who has agreed to use the Escrow Account service arranged by the Buyer.
   10. Other terms used in the Agreement have meanings as defined in the General T&C, the Account Agreement, the Republic of Lithuania Law on Payments, and the Republic of Lithuania Law on Electronic Money and Electronic Money Institutions.

2. 2. Subject of the Agreement and Scope of Application

   1. Under this Agreement, We shall open the Escrow Account to which the Buyer shall transfer funds intended for payment to the Seller for the transfer of the Escrow Asset subject to proper fulfilment, by the Buyer and the Seller, of all their obligations arising from the transaction on the transfer of the Escrow Asset.
   2. By providing the Escrow Account service and opening the Escrow Account to which funds for payment for the transfer of the Escrow Asset are transferred, We act as an intermediary between the Seller and the Buyer under the transaction on the transfer of the Escrow Asset.
   3. We reserve the right not to provide the Escrow Account service, at our own discretion, and in such a case We will not be obliged to provide a justification therefor.
   4. The Agreement is concluded subject to the Buyer's agreement with the terms and conditions thereof and subject to the completion, by the Buyer and the Seller, of the Particular Conditions of the Agreement that contain specific terms of performance thereof. In the case of a discrepancy between the General part of the Agreement and the Special part thereof, the Special part shall prevail.

3. 3. Terms of Provision of the Escrow Account Services

   1. After we open the Escrow Account, the Buyer shall transfer to it the amount agreed with the Seller as payment for the transfer of the Escrow Asset.
   2. We undertake to safeguard the amount in the Escrow Account throughout the term of the Agreement, i. e. until the funds are transferred to the Seller or refunded to the Buyer according to the procedure stipulated in the Agreement.
   3. After transferring funds to the Escrow Account, the Buyer shall notify the Seller in writing and the Seller shall transfer to the Buyer (or a third party, e. g. an authorised intermediary) the Escrow Asset under the transaction on the transfer of the Escrow Asset.
   4. On transfer of the Escrow Asset to the Buyer, the Seller shall furnish us, within 5 (five) business days, with the Documents and a written request for the transfer of the funds from the Escrow Account to the Seller's account. Undoubted authenticity and legality of the Documents shall be ensured.
   5. We shall transfer the funds from the Escrow Account to the Seller within 3 (three) business days after receipt of the Seller's request and the Documents.
   6. Should the Seller fail to furnish Us, within 5 (five) business days, with the Documents and the written request, or should We have doubts over the authenticity and/or legality of the Documents, We shall have the right to suspend the transfer of the funds from the Escrow Account until We receive additional explanations from the Seller.
   7. In the event of change in any particulars of the Buyer and/or the Seller, or should any of them revoke the authorisations granted to a third party, the Buyer and/or the Seller shall notify us in writing within 1 (one) business day after the change of the particulars or the revocation.
   8. The Buyer shall inform the Seller about the terms of the Escrow Account stipulated in the Agreement including but not limited to actions that must be taken by the Seller under the Agreement, time limits, and Our contact details. The Buyer shall assume full liability for a failure to fulfil this obligation (or improper performance thereof).
   9. No interest shall accrue and no interest shall be paid on the funds kept in the Escrow Account. We shall not have the right to make deductions on the amount kept in the Escrow Account except in cases where such right is stipulated in the Agreement (the fees etc.) or where an authority instructs Us to debit the Escrow Account or restrict further use of the funds kept in the Escrow Account.

4. 4. Fees

   1. The fees for the provision of the Escrow Account are set in the Standard Rates or shall be provided by any other method selected by Us. The applicable fees shall be published on Our website together with the Standard Rates or provided by any other method selected by Us.
   2. The fees shall be paid irrespective of whether the transaction by and between the Seller and the Buyer takes place or not and whether the funds are transferred from the Escrow Account to the Seller or are refunded to the Buyer.
   3. The Buyer shall pay the fees against an invoice issued by the Institution by transferring the invoiced amount to the Escrow Account which shall be debited with the amount payable, or the fees can be deducted from other accounts opened by the Buyer at the Institution.
   4. We have the right to suspend the provision of the Escrow Account service if the service fees have not been paid in full.

5. 5. Liability

   1. In the following cases the Institution shall be held harmless and shall not assume any liability:
      1. Any omission or error of another Party, except the Institution itself;
      2. Actions taken in bad faith, wilful actions or gross negligence of another Party, except the Institution itself;
      3. Any loss of funds where the Institution is not directly at fault;
      4. Any judicial or non-judicial dispute between the Seller and the Buyer.
   2. The Buyer and the Seller shall jointly and severally compensate Us for any expenses including legal expenses incurred in the provision of the Escrow Account service.

6. 6. Amendments and Termination

   1. The Agreement may be amended or terminated on the grounds and according to a procedure set forth in the General T&C and the Escrow Account Agreement.
   2. The Buyer and the Seller may terminate the Agreement by mutual agreement prior to provision of the Escrow Account service and prior to transfer of the funds from the Escrow Account.
   3. Termination of the Agreement shall constitute the ground for closing of the Escrow Account.
   4. Irrespective of whether the Agreement is terminated by the Buyer, the Seller or Us, or the Agreement ceases on other grounds, the Client shall settle up with Us in full, i. e. pay all the applicable fees and all the expenses incurred prior to the termination/cessation. If We terminate the Agreement without any fault of the Buyer or the Seller, We shall refund to the Buyer all the fees paid except for the balance fee which shall be non-refundable.
   5. The Escrow Account shall be closed after completion of the payment transaction in which the Escrow Account is used.

7. 7. Final Provisions

   1. By entering into this Agreement, the Buyer and the Seller represent that they have read the General T&C and the terms and conditions of the Account Agreement and undertake to comply with them, and that they have familiarised themselves with the Standard Rates.

SPECIAL PART

Information necessary for the transfer

1. 1. Buyer:

   1. Name: [...]
   2. Registered company No: [...]
   3. Address: [...]
   4. Email: [...]
   5. Tel.: [...]
   6. Representative: [...]
   7. Account No and other details: [...]

2. 2. Funds kept in the Escrow Account will be transferred to the following Seller:

   1. Name: [...]
   2. Registered company No: [...]
   3. Address: [...]
   4. Email: [...]
   5. Tel.: [...]
   6. Representative: [...]
   7. Account No and other details: [...]

3. 3. Amount transferred to the Escrow Account and its currency:

   1. Amount: [...]
   2. Currency: [...]
   3. Time limit for the transfer to the Escrow Account:
   4. Term: [...]

4. 4. Brief description of the content of the agreement on the transfer of escrow assets concluded by and between the Seller and the Buyer:

   1. Description: [...]

5. 5. Documents to be submitted to the Institution for the transfer of the funds from the Escrow Account to the Seller:

   1. [...]
   2. [...]

6. 6. Time limit for the submission of documents:

   1. Time limit: [...]

7. 7. Other terms:

   1. [...]